Joint ventures in the Netherlands

Dutch legal counsel for international companies, investors and strategic partners

I advise Dutch and international companies, investors, founders and strategic partners on the structuring, negotiation and implementation of joint ventures in the Netherlands.

A joint venture can be an effective way to combine expertise, share costs and risks, enter a new market, develop technology, commercialise intellectual property or build a long-term strategic partnership. At the same time, a joint venture requires careful legal structuring. The parties must be clear on ownership, governance, funding, control, IP, profit sharing, deadlock and exit rights from the start.

For US, UK and international clients, I assist with Dutch law joint ventures involving Dutch BV structures, contractual cooperation arrangements, shareholder agreements, governance arrangements and cross-border implementation.

Structuring a Dutch joint venture

A Dutch joint venture can be structured as a Dutch BV, a contractual cooperation or another partnership structure. In many cross-border transactions, a Dutch BV is used because it offers limited liability, flexible governance and an internationally recognised corporate framework.

The legal structure should match the commercial purpose of the joint venture. A technology JV requires different arrangements from a distribution JV, a real estate project, a manufacturing cooperation or a strategic investment. I help clients choose and document a structure that works in practice.

Where tax, regulatory or notarial input is required, I coordinate with specialist advisers.

Governance, control and exit

Governance is often the most important part of a joint venture. The parties need clear rules on board composition, decision-making, reserved matters, veto rights, reporting, funding obligations and profit distributions.

Deadlock and exit provisions are equally important, especially in 50/50 joint ventures. If the parties no longer agree on strategy, funding or management, the agreement should provide a workable route forward. This may include escalation, mediation, buy-sell mechanics, put and call options or a controlled sale process.

A good joint venture agreement is not just designed for signing. It should also work when the relationship changes.

IP and commercial arrangements

Many joint ventures involve technology, data, software, trademarks, know-how, customer relationships or distribution rights. These assets should be addressed clearly.

I advise on the ownership and use of existing IP, newly developed IP, licensing arrangements, confidentiality, non-compete obligations and commercial contracts between the joint venture and its shareholders.

This is particularly important for technology, software, manufacturing, distribution, energy, clean-tech, healthcare and international expansion projects.

Cross-border joint ventures

International joint ventures require Dutch legal documents that properly reflect the commercial deal. Foreign term sheets or group templates often need to be adapted to Dutch corporate law, Dutch BV governance, notarial requirements and local implementation.

I assist with joint venture agreements, shareholders’ agreements, articles of association, board and shareholder resolutions, contribution documentation and related commercial contracts.

Where the transaction involves sensitive technology, vital infrastructure or national security interests, Dutch FDI screening under the Vifo Act may also need to be considered.

Why work with me

I combine Dutch corporate law expertise with practical experience in M&A, venture capital, private equity, shareholder arrangements and commercial contracts.

My approach is practical, clear and transaction-focused. I help clients identify the issues that matter most, avoid unnecessary complexity and build a structure that works both at signing and during the life of the joint venture.

For international clients, I provide clear Dutch law advice, efficient drafting and coordination with notaries, tax advisers and foreign counsel where required.

Need a Dutch joint venture lawyer?

If you are setting up, negotiating, restructuring or exiting a joint venture in the Netherlands, I can assist as Dutch legal counsel.

Contact Dirk de Waard at dirk.dewaard@viottalaw.com to discuss your Dutch joint venture structure, shareholders’ agreement or strategic cooperation.